Change Isn't Always Good
by Yoda's Padawan
Summary: One of my OCs becomes a Decepticon against her will with no memory of her past life. New body, new faction, new life. Based on a challenge Lady Starscream gave me.
1. Who Am I?

YP: this was a challenge from Lady Starscream. She wanted me to turn one of my OCs - she said 'she', so I picked Alpha - into a Decpticon, with said OC not having any memory of her past life as an Autobot. Yes, Orcus had a hand in this. Y'all should know that.

**Disclaimer: Nothing is mine; Alpha, Omega and Orcus are. Plot was an idea from LS.**

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Pain. There was pain all around her and nothing but. It shot through her body every couple of seconds and caused her to spasm and arch whenever it did so. She wanted to escape, but couldn't move; her wrists and ankles were strapped down to the cold metal table she had been placed on when she arrived. The restraints bit into her wrists, making them bleed, and cut her ankles. There was a looser strap around her stomach that kept her from moving too much, but didn't bite deep like the others did.

From somewhere in the dark room, a pair of red optics lit up and the captive femme whimpered loudly when footsteps could be heard coming near her. Frightened emerald optics darted around the pitch-black room. Before she could pinpoint her captor, a gentle thumb stroked her cheek and she squealed in fright, struggling even more.

"N-No! Don't touch me!" She yelled, pulling on her restraints, but that caused them to dig deeper into her synthetic skin. She cried out when the hand went from gently stroking her cheek to harshly slapping it.

"Keep quite, femme!" The owner of the optics snapped; his voice was rough, harsh, and it terrified her. "The transfer is almost complete…you only have to be like this for a little longer." His voice went gentle, almost caring. "You'll be free soon."

The femme whimpered softly. "Why are you doing this?" She asked, staring into his optics, seeing as how they were the only things she could see. His thumb resumed stroking her cheek, and this time she didn't fight or try to get him to stop.

"Don't you worry about that, my dear." He answered, running the back of his fingers down her cheek. He moved his hand up and put it on her forehead. He felt the coolant sweat beads that were present there and wiped them off gently.

"But-But it _hurts_." She whimpered, looking up at him. She wracked her memory banks for any ideas on who this mech was, but came up with nothing. She couldn't even remember her own name anymore. She knew the basics, she was an Autobot, a medic, but she knew nothing else. "I can't move…it hurts when I try to…"

"Shh…" His finger trailed down her face to her lips, "It'll be over soon, I promise. Don't be afraid." But even as he said that, he could feel his captive trembling. He bent down and put his lips to her audios, "You'll be fine. You'll have a new life. You'll be able to start over…"

"But-but I don't want to…" Her complaint was barely a whisper, but the mech heard her.

"Believe me, you do." His voice matched hers and he leaned down and raked his fangs gently over the sensitive skin on her neck. "You do, my dear…"

The femme just whimpered, trembling fearfully. She felt his fangs run gently down her neck and shivered, trying to move away from him. He frowned in the darkness and stood up. His fingers ran down her cheek again and then a pain shot through her body, all the way to her spark. She didn't even have time to scream before it knocked her out.

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When she woke up, there was nothing. No pain, no light, and no one around. The femme sat up, holding her head, and looked around, but with no light, she could see nothing. Something was wrong. Unless she was dead and this was the Pitt, something was seriously wrong.

"I see you're awake." A voice said gently; the femme's head shot over and she spotted red optics peering at her. She blinked, confused. Who the heck was this guy? Was he her creator? No, he couldn't be. She had a previous life…didn't she?

The lights clicked on and the femme winced, blocking the new found light from her optics. Looking over, she saw the mech that had been talking to her walk forwards. He was a tall, white mech with what looked like metal feathers on his helmet. He had fur all over him and his red optics burned bright; they almost scared her.

Stunned, the femme could only nod at the mech as she wracked her memory banks. Nothing. She had no previous memories, no previous life. Maybe he was her creator…? But then why did he scare her so much?

He walked over to her and she tensed slightly, even when he put a gentle hand to her shoulder. Are you feeling alright?" He sounded pleasant enough, but she couldn't shake this feeling she should be screaming her mechanical lungs out while trying run for her life.

"Y-Yeah." She nodded; her voice sounded foreign to her. Like it wasn't the voice she was supposed to have. Hers was quiet, it sounded frail and weak. For some reason, the very thoughts of her being weak made her disgusted. She was strong! …Wasn't she?

"Good." The mech looked her over and reached at something behind her, but the stopped and the femme felt something touch her. "Your wings have healed nicely."

Wings? Since when did she have wings? Now that she thought about it, since when did she _not_ have wings? Oh, everything was so confusing! Putting a hand to her head, she mumbled a curse that just seemed to force itself from her lips. She saw the mech in front of her frown and return. "What's wrong?"

"Where did you learn that?" He asked, obviously concerned.

"I-I don't know. It-It just…popped out…" She stuttered. He nodded and she sighed in relief.

"Don't use that word. Ever." With that, he started to turn and walk away, but then paused, "I'll be right back. I'm going to get you some energon and tell Megatron that the experiment worked."

Megatron…

Why'd that word send a chill through her spine? Was he someone to be feared? Judging by the way she responded to his name – even though she had never met him – she believed he was.

Standing, the femme tried to get her bearings, but found herself stumbling. She felt weird, off balance. In the metal wall, she saw her reflection and involuntarily flinched. Spinning around, she took in her appearance – and tried to figure out why she hated it so.

She was a seeker, that much she knew, but she wasn't sure what her alt mode exactly was. She had a pair of sleek, purple wings with golden trimming coming out of her back, on the edged of them, were bombs of some kind and, in the center, there was a purple Decepticon symbol. She had a single null ray attached to her left arm and, on her hip, she saw the handle to an energy whip. Her helmet was a light black color that made her unusually bright red optics only brighter. On her oddly western-style boots, she had a smaller wing on the outside of each – both were purple with gold trimming.

The femme frowned; she could fly, so why did she feel like the ground was place she was supposed to stay? And she felt like she didn't belong in this body. It was…different. Odd. Uncomfortable. She would ask the mech why when he came back.

"My dear?"

On second thought, she'd ask someone else.

The femme turned and spotted the white mech standing in the doorway, a cube of energon in his hand. She wrinkled her nose as he walked over towards her, but refrained from asking any of the questions that were begging to be released. He offered the cube out to her and she hesitated, but then took it. Ignoring the look in her fellow Decepticon's optics, she nipped the corner off and slowly drank.

Once she was done, she put the empty cube on the berth and then sat down, watching the mech carefully. He walked over to her and seemed to look her over. He put a hand on each side of her throat, feeling, and then pulled his hands away.

"Do you still feel alright?"

She nodded. "Yes sir." It felt so uncomfortable to call him that, but, the way she figured it, he was her creator. She had to.

"Good." He seemed to brighten a bit when he called her that. He walked around the other side of the berth and took a look at the back of her wings. With a nod, he walked back over so she could see him. "Hook and Bombshell are going to look you over," he sneered when he added, "they don't trust me, apparently."

"Do they have a reason to?" The words were out of her mouth before she could stop them. She flinched back at the look on his face.

His hand shot out and slapped her. "I have never acted against them, if that's what you mean." He snarled, all pleasantness gone. It startled and scared the femme. "Now, come. Megatron wants to speak with you."

Blinking back the tears that pricked her optics, the femme nodded and stood. She followed him out of the room as her cheek stung with the slap. Why'd he hurt her? What did she do wrong?

At least she knew now she should and would fear him. She'd do what he said now, no matter how much she didn't want to.

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YP: I know it's short, but please review.


	2. Enter Nightflare

YP: Chapter Two. Enter Nightflare.

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Nightflare sighed as she hurried through the _Nemesis_ towards where she was supposed to meet the other seekers; they were going to teach her how to fly. Apparently, that was something that the mech – Orcus, she had learned was his name – had forgotten to program into her. Joy, oh, joy. 

She found Starscream and Thundercracker waiting for her at the lift that was to take them to the outside world. They seemed impatient, but that wasn't what made Nightflare nervous; it was the fact that Skywarp was nervous. She had heard of the male seeker's ability to teleport and knew that, if he wanted to, he could scare the living slag out of her.

Or do something worse.

The young femme trotted over to them and eyed them. "Where's Skywarp?" She asked, bringing their attention to her. Both eyed her and she fidgeted slightly. "He not coming?"

"He's right behind you, femme." Starscream snorted nonchalantly and Nightflare jumped when two arms wrapped around her, trapping her arms at her side.

"H-Hey! Put me down!" Nightflare yelped, kicking the air as Skywarp lifted her into the air, cackling madly.

"Well lookie what I found, guys!" The seeker sneered behind her.

"Skywarp, put her down." Thundercracker sighed, "If we have to baby-sit her longer that necessary because of you, I'm going to tear you apart and dump your remains in a slag pit." He didn't even glance up when he talked to his twin.

Skywarp frowned and dropped Nightflare on her butt. The femme 'oofed' when she hit the ground and glared up at the trio of seekers. She gave them an undignified look and stood, brushing herself off. She put her fists on her waist and glared, but all three just rolled their optics.

"Why you-!" She reached for her whip, but someone grabbed her wrist, raising it above her head. "What?"

"Don't try it, femme, or you'll become shark food before you can even blink." Starscream threatened, letting go of her wrist, "Now let's get this over with."

The lift lowered and all four entered, barely fitting into it. The door closed and it lifted slowly. Once they got above the water, it opened and the trio filed out, leaving Nightflare in the lift. She looked at the water hesitantly. The three male seekers turned and looked at her; Starscream rolled his optics.

"C'mon!" He growled.

Nightflare shook her head. "I can't fly. I'll sink."

Starscream rolled his optics and looked at the seeker twins, who flew over and grabbed Nightflare's arms, pulling her out. The female seeker yelled and kicked, but once they got above water, instantly froze.

She eyed the rolling blue waves carefully. "Don't you dare."

Starscream nodded; the twins grinned and dropped Nightflare. "You're going to fly or you're going to sink!" He yelled down at her.

"Starscreeeeeeeeeeam!!" Nightflare screamed as she plummeted, but the rest of her words were lost as soon as she hit the water. Her optics widened in fear and she tried to swim, but only ended up making herself sink lower faster.

She hit the sandy ground and grunted, looking around. She looked up and saw no trace of the seeker trio; from the water she could heard the lift going down and she felt hurt. They had left her down there, knowing she couldn't swim or fly! The cyber-rats! Nightflare grunted as she pulled her feet from the sand and started to walk towards the shore. They wouldn't leave her alone permanently, would they? They'd coming looking for her, right?

Oh, she hoped they would.

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The femme finally made it onto somewhat solid ground and grunted as she slipped in the mud and hit the sand, it covering her from head to boot. The cool nighttime beach wind caressed her body and she shivered, pulling herself out of wave's reach as she continued to lie in the warm sand.

Oh how she hated those three. Skywarp, Thundercracker, Starscream…

Especially Starscream.

He let them drop her in the water; he _commanded_ them to! Then, to make matters worse, he just left her down there and took the others with her. The bastard!

Shivered, the femme pushed herself to all fours and coughed, trying to get the salt water that had leaked into her systems out. She shuddered as she coughed up the water _and_ what little was left in her fuel tanks. Nightflare somehow managed to get herself onto her feet and, even though her legs threatened to give out from under her, started walking away from the beach, looking for shelter. She'd find someplace to stay the night, maybe try to fly, and then call the Decepticons in the morning.

She would have to deal with Megatron and her creator sooner or later, but she would rather make it later. Once she felt a bit better and had some energon in her fuel tanks.

Nightflare found a small grotto and managed to squeeze in, her wings almost making it impossible to get in. Once she was safe and inside, she started to try to clean the dirt from her front and wings. The femme shivered as the cold, damp air chilled her, but she knew that if she left this spot, she wouldn't make it to another. Without thinking – nor caring – that someone could find her, she fell into recharge right there, arms tucked under her head like a pillow and the handle to her whip in her hand.

She awoke to voices talking around her. They were soft, muffled, and definitely did not belong to any Decepticon she had met. With a soft moan, Nightflare lifted her head and looked around; she was no longer in the cave she had fallen asleep in, but she was now out in open in the middle of the forest.

How the heck did she end up out here?

Looking around, the seeker femme spotted two mechs talking nearby; one was a large, blocky red, white and blue mech and the other was a white mech with a red chevron, who kept giving her weird gazes. They were both Autobots, judging by the symbol on their bodies. Nightflare tensed when she realized that white one noticed she was awake and was now pointing to her.

The seeker jumped to her feet and eyed them, bringing their attention to her completely. She grabbed the whip's handle, which was back on her hip, and activated it. The purple energy whip came to life and she cracked it at their feet expertly. "Don't come near me…" Her voice wavered slightly when she realized that the red and blue mech was much taller than her; she only went up to his chest. "You hear me?" She cracked the whip again.

"We're not going to hurt you." The red and blue mech put his hands up in a surrender-like gesture, but Nightflare took it as an assault and cracked her whip at them; it hit his wrist in warning.

"I-I know how to use this…don't think I won't…" Despite her words, the purple and gold seeker took a step back. "'Cuz…'Cuz I will! I mean it!"

"Please, clam down."

"Prime," The white mech said softly, but Nightflare heard him. Her optic sight was not the best, but her hearing was, "what are the Decepticons doing with a femme?" He asked. "I've never heard of a female Decepticon."

"I do not know, Prowl." Prime looked up at the femme and Nightflare cracked her whip again, taking another step back. "Are you sure this is where you found her?"

"Yes, sir." Prowl nodded.

Prime nodded and then looked up at Nightflare again, who was silently begging for her wings to help her take flight. That confused the Autobot leader. She was a seeker; her wings appeared uninjured; so why was she begging them to work? When Prime wasn't looking, the female activated her emergency beacon. It beeped once before sizzling out.

Great. The water had damaged it.

Both Autobots heard the beep and looked up at the purple and golden Decepticon. Nightflare eeped in fright and just ran for it. Prime and Prowl exchanged confused looks and Prime raised his rifle. He intended to capture her, but not kill her. Maybe she knew where the missing Autobot was. He carefully aimed his rifle to hit her dead in the center of her back, lowered the power setting, and fired.

Nightflare grunted and fell flat on her face, pain racing across her back, where her wings met. She cried out when she tried to stand, but found she could barely even move...

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YP: Ya read, please review. 


	3. Sick

**Disclaimer: Don't own Transformers; Alpha, Omega and Kit are mine. Idea was Lady Starscream's.**

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Both Autobots walked over to her carefully, making sure the femme wasn't just toying with them to make them come close, only to attack them. However, when they got within killing range and the seeker didn't move, the two determined she was really injured, if not unconscious. Prowl and Prime glanced at each other and, after a moment, Prowl reached forwards and gently prodded the femme.

Nightflare groaned from where she was lying on the forest floor, afraid and almost shaking. Where were the other Decepticons? Were they really going to leave her there? To die or be captured? Something inside of her snapped at the thought of that and she quickly spun around onto her back and leapt onto her feet, startling both Autobots. Ignoring the throbbing pain in her back, the seeker femme pulled out her whip, activated it again and snapped it at them.

The second snap hit Prime in the chest, shattering one of his windows and causing him to stumble back, more startled that injured. Nightflare snarled at both and snapped her whip at Prowl, wrapping it around his wrist. She snapped her arm down and Prowl fell at her feet, a bit dazed. The seeker femme turned her attention back to Prime, but froze instantly when she saw the barrel of his rifle pointing right at her face.

"D-Don't…" Nightflare begged, taking a step back. She looked around, trying to find a way to escape this. All she had wanted to do was learn to fly, not fight two Autobots! One of them being the leader!

"Put down your weapon." Prime said in an even tone, watching her carefully. He wasn't going to allow this femme to get the best of him and his first officer again. "Prowl, come here."

Prowl did as he was told, aiming his own blaster at the femme. He heard Nightflare 'eep' softly when she saw both weapons aimed at her and glanced at the femme. She was small, she couldn't fly…so why was she with the Decepticons? Not to be prejudice or anything, but the way Prowl had it figured, they only took in the strongest. And by her appearance, this femme was most definitely not one of them.

Nightflare watched both carefully. She needed to run. She needed to _fly_! Her wings fluttered nervously, as if understanding her thoughts. She clutched the whip tighter and saw both start to squeeze their triggers. With a cry of fear, the femme threw up the arm that had the null ray and fired at Prowl. He stumbled back, but managed to fire one second after Prime did. One hit her wing and the other hit her midsection. Gasping, she grabbed her injured midsection and glared, but there was obvious fear in her optics.

"Put down your weapon." Prime repeated in the same even tone, "Or we shall be forced to fire again." It was obvious to him the young seeker didn't want to battle, but he wasn't going to let her fire at his troops and get away with it.

"Don't." Nightflare bent down to put her whip on the ground, but then froze when she sensed something. What was going on? Why could she…_feel_ the auras of powerful mechs coming closer? How could she…?

Prowl noticed her freeze and started to raise his blaster, but Prime stopped his, pointing to the glazed over look in the seeker's brilliant red optics. The tactician nodded and Prime started to walk forwards towards her, but Prowl protested, "We don't know if she's faking it this time."

"I don't believe she is." Prime answered, and that was all he would say. He bent down in front of the femme and put a steady hand on her shoulder when she started to shake. He heard Prowl coming up behind him and slowly reached down, taking her whip from her. "There." He placed it on the ground beside him.

"But what about…" Prowl pointed to the null ray on her left arm.

Prime reached up to take it off, but then Nightflare screamed and hit him away, the glazed look still in her optics. She grabbed her whip off the ground and snapped it before jumping in the air and landing behind Prowl. Before anyone could do anything, the tactician had the femme's energy whip wrapped around his neck twice and was on his tip toes; Nightflare was hovering in the air a few feet above him.

Pain. Pain. Pain, that's all she could remember. It shot throughout her body as she struggled to make sense of what was happening. She was lying on a table, strapped down tightly, and there was a body on the table next to hers. Her optics widened she realized that body next to hers _was _her body. She started to tremble.

"What's going on?" Her voice sounded scratchy and hoarse, as if she had been screaming or coughing for a long time. A chuckle sounded and a mech walked out of the shadows. Orcus. "You!"

Nightflare was surprised. Her creator had her strapped down like this? She knew he was horrible, but she just couldn't believe he would do this to her! The grin on his face made her sick as he walked over; she whimpered. What was he going to do to her?

Orcus said nothing as he stopped at her side and whipped out an energon knife. He pressed it against her chest and shoved it in, hilt deep. She screamed to the matrix as she arched and struggled against her bonds, but found she couldn't budge. Tears welled up in her optics as he ever so slowly cut downward; a bright pink light lit up the room and she closed her optics. She didn't want to see anymore of this. She didn't want to feel anymore of this. It hurt too badly.

He pulled the knife out and covered her mouth with one hand, which was covered with freshly spilled energon. Her optics flickered on weakly; was it over? Oh, please, let it be over!

The werewolf grinned at the look of fright and pain on her face and only taunted her more by licking all of the energon off of the blade of the knife. Once he was done, he put the blade away and continued the 'session' with her.

She whimpered softly as his hand went through her chest, touching and brushing all the wires it could, and reached her spark chamber. He tapped on it and she shook her head. The werewolf narrowed his optics and pulled the knife back out. He stabbed it deep into the spark chamber and she screamed as loud as she could, but Orcus's hand muffled it.

Her world went dark.

The next thing she knew, she was in the air _– actually flying – _with Prime's second in her grasp; her whip wrapped around his neck. He was kicking and struggling the best he could against her, but with the pressure on his neck, could do nothing. Prime was watching them, wanting to do something, but afraid to hit Prowl. Nightflare gasped in surprise and quickly dropped Prowl, holding onto the whip's handle and letting him slide from it.

He hit the ground with a crash and coughed up a storm, trying to breathe. Prime gave the tactician a worried glance, but then opened fire on Nightflare, aiming for her wings. Said femme yelped and tried to dodge the best she could, but with no formal training and it being her first time flying, she was hit quickly. She collided with the ground and moaned, optics flickering. She felt someone's foot connect with her wing and cried out, trying to get away.

Ironhide looked down at the femme as she struggled under him, trying to get free. He looked up at Prime and Prowl and nodded in a 'hello' gesture, "Sorry it took so long, Prime, but, uh, we encountered some lil' birdies who wanted t' play."

"Did they sing?" Prime asked, looking over at Ironhide.

"Dey were lookin' fer someone. Mah guess? 'Er." He put more pressure on his foot and the femme withered underneath him, her wings unable to take the pain.

"Please…get off of me." Nightflare begged, looking at Ironhide with pitiful optics. The Autobot snorted and shook his head.

"Ah knew 'Cons were cowards, bu' still-"

His words were cut off as a shot hit him square in the chest, sending him flying backwards. Prime and Prowl turned and raised their blasters, aiming at the two Decepticons that had appeared. Orcus and Megatron. However, just as they stepped out into the open, so did Jazz and a very peeved Omega. The latter of the Autobots saw the werewolf and roared, launching himself at him.

"Nightflare." Orcus' voice was calm and cool. It frightened the femme. "Get him."

Not wanting to take his wrath, the femme jumped to her feet and lunged at him. She tackled the male seeker to the ground as the others opened fire on each other, but instantly regretted listening to her creator. Omega flipped them so she was pinned under him and he straddled her stomach, knees on her wings.

"Where is she?" He snarled.

"Who?" Nightflare asked, instantly afraid of the hate and rage that she saw shining in his visor. She wiggled under him, but then cried out when Omega backhanded her.

"You know perfectly well who!" He roared, putting his hands on her shoulders and leaning against them so his face was in hers, "My sister, you Decepticon! I swear if you've so much as scratched her paint, I'll rip you and your little friends to pieces!!" His visor glowed a luminous blood red that scared his fellow seeker. She whimpered softly and he punched her face, "Where is she!!? TELL ME!!"

"I-I don't know! I'm the only femme in the _Nemesis,_ I swear it!" The Decepticon squirmed again and Omega pulled out his blaster; it was aimed right for her face.

"If you don't tell me," He voice was now calm, too calm; it reminded her of her creator, "then I shall blow your head right off of your shoulders. Don't think I won't." He knew that it went against Autobot code to kill a defenseless enemy and he could get deactivated for it, but he didn't care. Without his sister, he had nothing. He might as well just be put out of his misery.

His optics went dull, "I need her back."

"Omega, look out!"

The warning came to late. A shot hit the black seeker right between his wing joints, sending him flying – literally. He hit a tree and then fell cartoon-style onto the ground, groaning. Nightflare watched this, but then looked up to see who had saved her. It was Starscream. He snarled at her and grabbed her arm tightly, yanking her to her feet. His grip was so tight it caused her armor to creak.

"Don't make me save your useless hide again, or I'll personally launch you to some barren rock. In pieces." The red and blue seeker snarled, pushing her back.

Nightflare stumbled, but nodded at the mech. She looked out at the battlefield, then for her whip. She found it, but the thing was, it was behind Megatron – who was fighting Prime. The seeker considered her odds. If she was seen, Prime would probably shoot her, but she needed her whip! Oh, screw it all!

The femme lifted herself into the air and flew towards her weapon.Her internal computer beeped something and Nightflare instantly felt dizzy. What was going on? She tilted downwards a bit and crashed into the ground, grunting as she did so. She clenched her fist and groaned, her hand tightening around something. Her whip, she realized.

"Please, stop spinning, world…" The female seeker begged, trying to get a grip on reality. Her fuel tank clenched and she remembered she had emptied it last night when she was coughing up salt water. "Oh…"

"Heads up, Flare!" Someone shouted and a shot hit the ground near her foot. Startled, the femme stumbled backwards and hit the ground. Two people grabbed her wrist and lifted her into the air. "Ya okay, Flare? Hey, Flare?"

Nightflare looked up and recognized the cassette twins – Rumble and Frenzy – as they lifted her into the air. She looked around, trying to keep her vision clear, and realized that Soundwave and Starscream had joined the battle; along with a few Autobots. She felt her feet touch the ground and stumbled slightly. She had to grip onto a nearby tree to keep from falling over.

"Flare, ya okay?" Asked one of the twins – Nightflare had yet to learn the difference between them. "Ya look…sick."

"I don't feel so good…" Her optics flickered and she looked over at the blue one, "Since when were there three of you?" She asked as she struggled to make her fuel tank stop clenching and turning in pain and hunger.

Both twins blinked, "Uh…whatcha talkin' 'bout, Flare? There's only one of me. Two of us total." Frenzy assured her.

"N-No…I see…s-six of ya…_Oh_…" She doubled over and moaned, shaking her head. The femme gagged and blacked out.

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YP: Yeah, crappy ending. Her body is low on energon and her spark is rejecting the body. Please review. You get more than way!!


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